Approved May 18, 1998
Revised April 2016
ARTICLE I: NAME AND ADDRESS
The name of this corporation shall be the Pikes Peak Arts Council, Incorporated. The official mailing address isP.O. Box 1073, Colorado Springs, CO 80901.
ARTICLE II: PURPOSE
The Pikes Peak Arts Council is an organization dedicated to (1) Promoting the Arts, (2) Serving our members and the Arts community, and (3) Acting as an advocate for the Arts. This corporation is organized exclusively as a nonprofit, tax-exempt organization under Section 501(c)(3) of the U.S. Internal Revenue Code.
ARTICLE III: MEMBERSHIP AND MEMBERSHIP MEETINGS
Section 1: Membership
Membership in the Pikes Peak Arts Council shall be open to all individuals, organizations, or businesses interested in furthering the purpose of the Pikes Peak Arts Council. Classes of membership and annual dues amounts shall be designated by the Board of Directors. Voting privileges shall be extended to all current dues paying members.
Section 2: Membership Meetings
A minimum of one general membership meeting will be held per year, shortly after the beginning of the new fiscal year (ending April 30). (approved June 11, 2003)
Section 3: Special Membership Meetings
Special Membership Meetings may be called by the Executive Committee and shall be called by the Executive Committee upon written request of any seven voting members. Notice shall be sent to members in advance detailing the purpose, time and place of the special meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Number, Tenure and Election
The Board of Directors shall consist of not more than fifteen (15) or less than nine (9) Directors. The Board of Directors shall include four officers (President, Vice President, Secretary and Treasurer).
Directors and officers shall be elected at the Annual Meeting in June of each year. All current dues paying members are eligible to vote. The Nominating Committee shall present a list of potential candidates to the Board 30 days prior to the Annual Meeting. Additional nominations shall also be accepted from the floor, with the consent of the nominee prior to the election. Officers and directors will be elected by ballot when there is more than one nominee for any office or director position. Any Officer may be removed from office by a majority vote of Directors.
Section 2: General Responsibilities
The Board of Directors shall have general charge, control and responsibility for the affairs, funds and property of the Pikes Peak Arts Council. The Board shall accept financial or in-kind gifts to carry out the purposes of the Pikes Peak Arts Council.
Section 3: Vacancies
Vacancies due to resignation, unexcused absence or other explicit reasons shall be filled by a nomination from the Nominating Committee and a majority vote of the Board at any regular Board of Directors meeting. The individual shall be elected to serve the unexpired portion of the departing Director's term.
Section 4: MeetingsThe Board of Directors shall hold no less than six regular meetings each year. Special meetings of the Board of Directors may be called by the Executive Committee upon the written request of three Directors. Notice shall be sent to all Directors containing the purpose and time and place of the special meeting at least three days in advance.
Section 5: Quorum and Attendance
A majority of the total membership of the Board shall constitute a quorum. To transact business a quorum must be present and a majority vote of the Directors present shall be required. The President, in consultation with one other officer, shall have the authority to call an emergency meeting of the Board and transact any and all necessary business without a quorum of directors being present. Such actions must be ratified at the next meeting when a quorum is present.
Attendance at meetings of the Board of Director is a responsibility of each member. A member of the board who fails to attend two meetings in any one membership year (unexcused) shall be given notice by the President that if the member concerned shall miss one more meeting, he may be asked to resign form the board.
Section 6: Conflict of Interest
Each member of the Board of Directors shall disclose to the Board Directors any conflict of interest that may exist or arise at the any regular or special meeting of the Board of Directors.
Section 7: Director Indemnification
The Corporation shall hold harmless each director of any liability such director may incur while performing the duties of the Board of Directors in a reasonable and prudent manner. Further, the Corporation shall indemnify any director of any actual expenses or costs reasonably incurred in the defense of any action, suit or proceeding - civil or criminal - to which he/she may be a party by reason of being or having been a director of the Corporation, except if such director is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of any duty to the Corporation.
ARTICLE V: OFFICERS
Section 1: Terms
The officers of the Pikes Peak Arts Council shall consist of President, Vice President, Recording Secretary and Treasurer. The officers shall be elected for a two (2) year term with no term limitations.
Section 2: Duties
President: The President shall preside at all meetings of the Membership, Board of Directors, and Executive Committee; shall be the chief executive officer of the Corporation; and shall be an ex-officio member of all Committees except the nominating committee.
Vice-President: The Vice-President shall carry out such duties as the Board of Directors or the Executive Committee may from time to time direct. In the absence of the President the Vice-President may act in place and stead of the President.
Recording Secretary: The Recording Secretary shall be responsible for the taking and keeping of minutes of all Membership, Board of Directors, and Executive Committee meetings.
Treasurer: The Treasurer shall be responsible for all funds of the Corporation. The Treasurer shall collect dues and receive all monies. The Treasurer shall chair the Finance Committee and prepare the annual budget and make payments in accordance with the approved budget or as directed by the Board. The Treasurer shall be responsible for establishing and maintaining full and accurate accounts and shall present financial statements at the Board Meetings.
The Board may appoint an Executive Director to carry out the programs and policies as authorized by the Board of Directors and or executive Committee. The Executive Director shall be responsible for the performance of all other employees of the Corporation and shall be an exofficio, non-voting, member of all committees.
ARTICLE VI: COMMITTEES
Section 1: Executive Committee
There shall be an Executive Committee composed of the officers and two additional Directors elected by the Board to serve for a one year term. The Executive Committee shall have general control of the affairs of the Corporation between meetings and shall have the power of the Board to act on urgent business which cannot wait for a regular meeting of the Board. A majority shall constitute a quorum. The actions of the Executive Committee shall be reported to the Board at its next meeting.
Section 2: Nominating Committee
A Nominating Committee shall be appointed by the President each year. Such. Nominating committee shall consist of not fewer than three (3) nor more than five (5) members and may have representation from both the board and the general membership. The Nominating Committee shall present a list of nominees willing to serve, to the Board at least 30 days prior to the Annual Meeting.
The Nominating Committee shall also be responsible for bringing to the Board of Directors nominations to fill mid year vacancies.
Section 3: Finance Committee
The Finance Committee shall be chaired by the Treasurer and advise the Board on all matters relating to the financial status of the Corporation, including the initial preparation of the annual budget for presentation to the Board.
Section 4: Audit Committee
A three (3) person Audit Committee shall be appointed by the President each year to audit the financial records of the Corporation
Section 5: Membership Committee
A Membership Committee shall be appointed by the president to oversee the collection of dues, keep the membership records and promote membership in the organization.
Section 6: Special Committees
The Board of Directors may appoint such other committees as may be necessary or desirable to assist the Board in accomplishing the mission and objectives of the Corporation. The Chair of such committees may be drawn from current members of the Board of Directors or the membership of Pikes Peak Arts Council. In the event a Chair of such a committee is not a member of the Board of Directors, then such Chair shall be a non voting, ex-officio member of the Board of Directors.
ARTICLE VII: FISCAL POLICY
Section 1: Fiscal Year
The fiscal year shall be from May 1 to April 30.
Section 2: Accounts and Audit
The books and accounts of the Pikes Peak Arts Council shall be kept in accordance with generally accepted accounting principles and shall be audited annually by the Audit Committee at the close of the fiscal year.
Section 3: Debts
No Board member shall have the power to contract any debt or incur any obligation on behalf of or binding upon the Board with out prior consent of the Board, with the exception of budgeted operating expenses not exceeding two hundred dollars ($200.).
Section 4: Authorized Signatures
The Treasurer, President and such persons as approved by the Board of Directors shall be authorized to sign checks. Amounts exceeding two hundred dollars ($200.) will require two signatures.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
Robert's Rules of Order Newly Revised shall be the parliamentary authority for matters of procedure not specifically covered by the bylaws or by specific rules of procedure adopted by the Board of Directors.
ARTICLE IX: AMENDMENT OF BYLAWS
These bylaws may be altered, amended, or repealed in whole or in part by the affirmative vote of 2/3 of the membership present, at the Annual Meeting or at any regular or special meeting; provided notice of such proposed action with respect to the bylaws is provided to the membership in advance.
ARTICLE X: DISSOLUTION
The Pikes Peak Arts Council shall be dissolved by a majority vote of the membership present at a meeting called for such a vote. One month notification shall be given to all membership of the meeting called for this purpose.
In the event of dissolution, the assets of the Pikes Peak Arts Council will be distributed to such arts, charitable and educational organizations in the community that are tax exempt for federal income tax purposes as the Board of Directors shall determine.
This policy defines the Pikes Peak Arts Council's policy on discrimination and applies to all employees, contractors and members. The Pikes Peak Arts Council does not discriminate against anyone for any reason.
The Pikes Peak Arts Council believes in equal opportunity and will accept members and employ personnel without regard to race, creed, color, religion, national origin, gender, sexual orientation, age, physical or mental handicap, veteran status, and /or marital status.
This policy also applies to internal promotions, training, opportunities for advancement, terminations, relationships with outside vendors and customers, use of contractors and consultants, and in dealing with the general public.
It is the policy of the Pikes Peak Arts Council to use all commercially purchased software in accordance with its individual licensing agreement. Unless otherwise provided in the license, any duplication of copyrighted software, except for backup and archival purposes, is a violation contrary to the organization's standard of conduct.
The purpose of this policy is to comply with Title 17 of the U. S. Code in the protection of "original works of authorship" that are fixed in a tangible form of expression. These categories should be viewed quite broadly and include literary, dramatic, musical, artistic, audiovisual, and computer programs as well as other intellectual works.
Adopted by a unanimous vote of the Board of Directors, Nov. 9, 1999